RESPAWN TERMS OF USE

Effective Date: [DATE]
Last Updated: [DATE]

These Terms of Use ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Jackal Labs Inc., a corporation incorporated under the laws of Canada with its principal place of business in Ottawa, Ontario ("Jackal Labs," "we," "us," or "our"). These Terms govern your access to and use of Respawn, our Disaster Recovery as a Service (DRaaS) platform, including all related software, services, documentation, and support (collectively, the "Service").

BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. ACCEPTANCE AND MODIFICATIONS

1.1 Agreement Formation

These Terms become effective when you first access the Service, create an account, or execute a separate service agreement that incorporates these Terms by reference. Your continued use of the Service constitutes ongoing acceptance of these Terms as they may be modified from time to time.

1.2 Modifications to Terms

We reserve the right to modify these Terms at any time in our sole discretion. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date above. For material changes that adversely affect your rights, we will provide at least thirty (30) days' advance notice via email to your registered account address. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms.

1.3 Additional Terms

Certain features of the Service may be subject to additional terms, conditions, or policies, which will be presented to you at the time of first use of such features. All such additional terms are incorporated by reference into these Terms.

2. SERVICE DESCRIPTION

2.1 Respawn Service Overview

Respawn is a comprehensive Disaster Recovery as a Service (DRaaS) platform designed to backup, protect, and recover Software as a Service (SaaS) data for businesses and organizations. The Service provides automated backup capabilities, point-in-time recovery options, and disaster recovery orchestration for supported SaaS applications.

2.2 Service Components

The Service includes, but is not limited to:

  • Automated backup and synchronization of SaaS application data

  • Secure cloud storage of backup data

  • Point-in-time recovery capabilities

  • Disaster recovery orchestration and failover services

  • Monitoring and alerting functionality

  • Administrative dashboard and reporting tools

  • Customer support services as described in your service plan

2.3 Service Availability

While we strive to maintain high availability, the Service is provided on an "as available" basis. We do not guarantee uninterrupted access to the Service and may experience downtime for maintenance, updates, or due to factors beyond our reasonable control.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation

To access the Service, you must create an account by providing accurate, complete, and current information. You are responsible for maintaining the accuracy of your account information and promptly updating any changes.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including usernames, passwords, and any other authentication mechanisms. You agree to:

  • Use strong, unique passwords for your account

  • Enable multi-factor authentication when available

  • Immediately notify us of any unauthorized access or security breach

  • Not share your account credentials with any third party

  • Log out of your account when using shared or public computers

3.3 Account Responsibility

You are responsible for all activities that occur under your account, whether authorized by you or not. We are not liable for any loss or damage arising from unauthorized use of your account due to your failure to maintain adequate security measures.

4. ACCEPTABLE USE POLICY

4.1 Permitted Use

You may use the Service solely for legitimate business purposes in accordance with these Terms and applicable laws. The Service is designed for backing up and recovering business data from supported SaaS applications.

4.2 Prohibited Activities

You agree not to use the Service to:

  • Violate any applicable laws, regulations, or third-party rights

  • Backup, store, or transmit any illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable content

  • Engage in any activity that could damage, disable, overburden, or impair the Service or interfere with other users' access

  • Attempt to gain unauthorized access to the Service, other accounts, or computer systems

  • Use automated tools to access the Service except as expressly permitted

  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service

  • Remove, alter, or obscure any proprietary notices or labels on the Service

  • Use the Service to compete with us or develop competing products or services

  • Transmit any viruses, malware, or other malicious code

  • Engage in any form of data mining, scraping, or extraction not expressly authorized

4.3 Content Standards

All data and content backed up through the Service must comply with applicable laws and regulations. You are solely responsible for ensuring that your use of the Service and any data processed through it complies with all applicable privacy, data protection, and other legal requirements.

5. DATA AND PRIVACY

5.1 Customer Data

You retain all rights, title, and interest in and to your data that is backed up, stored, or processed through the Service ("Customer Data"). We do not claim ownership of Customer Data and will only access, use, or disclose Customer Data as necessary to provide the Service or as required by law.

5.2 Data Processing

By using the Service, you authorize us to access, copy, store, and process Customer Data from your connected SaaS applications for the purpose of providing backup and recovery services. This processing may involve transferring data across international borders to our data centers and cloud infrastructure providers.

5.3 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. You acknowledge that you have read and understood our Privacy Policy.

5.4 Data Security

We implement industry-standard security measures to protect Customer Data, including encryption in transit and at rest, access controls, and regular security assessments. However, no system is completely secure, and we cannot guarantee absolute security of Customer Data.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Service Ownership

The Service, including all software, technology, content, trademarks, and other intellectual property rights, is owned by Jackal Labs or our licensors. These Terms do not grant you any ownership rights in the Service.

6.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription.

6.3 Restrictions

You may not:

  • Copy, modify, distribute, sell, or lease any part of the Service

  • Create derivative works based on the Service

  • Use the Service to develop competing products or services

  • Access the Service through unauthorized means or interfaces

6.4 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Service without any obligation to you.

7. PAYMENT TERMS

7.1 Subscription Fees

Use of the Service requires payment of subscription fees as specified in your service plan. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

7.2 Payment Processing

Payments are processed through third-party payment processors. You authorize us to charge your designated payment method for all applicable fees. You are responsible for maintaining valid payment information and ensuring sufficient funds are available.

7.3 Late Payment

If payment is not received when due, we may suspend or terminate your access to the Service after providing reasonable notice. You remain liable for all unpaid fees plus any collection costs or late fees.

7.4 Price Changes

We may change our pricing at any time with at least thirty (30) days' advance notice. Price changes will not affect your current billing cycle but will apply to subsequent billing periods.

8. SERVICE LEVEL AGREEMENT

8.1 Availability Commitment

We strive to maintain Service availability of at least 99.5% uptime per calendar month, calculated excluding scheduled maintenance windows and circumstances beyond our reasonable control.

8.2 Maintenance

We may perform scheduled maintenance that temporarily affects Service availability. We will provide reasonable advance notice of scheduled maintenance through our status page or other communication channels.

8.3 Support

Customer support is provided according to your service plan. Support may include email support, documentation, and other resources as specified in your plan.

9. LIMITATION OF LIABILITY

9.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JACKAL LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

9.3 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.4 Essential Purpose

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Jackal Labs, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Your use of the Service in violation of these Terms

  • Your violation of any applicable laws or third-party rights

  • Any Customer Data or content you provide through the Service

  • Any negligent or wrongful act or omission by you or your users

11. TERMINATION

11.1 Termination by You

You may terminate your account and these Terms at any time by providing written notice to us and ceasing all use of the Service. Termination does not relieve you of any payment obligations for services already provided.

11.2 Termination by Us

We may terminate your access to the Service immediately if you breach these Terms or engage in prohibited activities. We may also terminate these Terms with thirty (30) days' written notice for any reason.

11.3 Effect of Termination

Upon termination:

  • Your right to access and use the Service immediately ceases

  • We will provide you with access to export your Customer Data for a period of thirty (30) days

  • After the export period, we may delete Customer Data in accordance with our data retention policies

  • All provisions of these Terms that by their nature should survive termination will continue in effect

12. DISPUTE RESOLUTION

12.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles.

12.2 Jurisdiction

Any disputes arising out of or relating to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada. You consent to personal jurisdiction in such courts and waive any objection to venue.

12.3 Limitation Period

Any claim or cause of action arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim or cause of action arose, or it will be forever barred.

13. GENERAL PROVISIONS

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms referenced herein, constitute the entire agreement between you and Jackal Labs regarding the Service and supersede all prior agreements and understandings.

13.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

13.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Jackal Labs.

13.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction. These Terms bind and benefit the parties' successors and permitted assigns.

13.5 Force Majeure

Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

13.6 Export Control

The Service may be subject to export control laws and regulations. You agree to comply with all applicable export control laws and not to export, re-export, or transfer the Service to prohibited countries, entities, or individuals.

13.7 Contact Information

If you have questions about these Terms, please contact us at:

Jackal Labs Inc.
[Address]
Ottawa, Ontario, Canada
Email: [legal@jackallabs.com]
Phone: [Phone Number]

These Terms of Use are effective as of [DATE] and supersede all previous versions.